1. NAME AND PURPOSE. The name of the corporation is Planet Waves, Inc., registered in Washington, with various “foreign corporation” licenses filed in other states or countries. The purpose of the corporation is to provide publishing services to the larger community in any medium, though primarily on the Internet. The purpose of the corporation shall be further elaborated in its Editorial Policy, which shall be reviewed annual or as need, and published to the Internet.
1A. LOCATION. The primary location of the Corporation is 302 Wall Street, Suite 2A, Kingston, New York 12401.
1B. PROPERTY OF THE CORPORATION. The Publisher (defined in Section 2 below) shall have authorization to enter any premises where the Corporation conducts business, for the purpose of securing corporate property. Equipment, data and physical files and documentation acquired and/or generated in the course of doing business are the property of the Corporation. The Treasurer of the Corporation (and in the absence of a Treasurer, the Publisher) shall maintain an inventory of such equipment and files that shall be updated on an annual basis. Property includes intellectual property of the corporation, including data, computer programs, websites and other publications,
2. THE PUBLISHER AND ELECTION OF THE PUBLISHER. The Publisher is the President of the Corporation as defined by Washington State law. He or she is de facto the person who holds at least 51% of the company’s stock. If no person holds 51% of stock, the Publisher shall be elected from among the shareholders by simple majority vote of the shareholders, with each share of stock granting the shareholder one vote. “Shareholders” means those in possession of State of Washington stock certificates bearing their legal name and the number of shares held, out of the whole. Stock certificates shall be maintained by the Corporation’s official accounting firm.
2A. OTHER OFFICERS. The Publisher shall name and remove other officers by notifying the Secretary of State of the State of Washington. Approval and removal of officers is subject to approval by full vote of the Board of Directors. These may include the Secretary, the Treasurer, Vice Presidents and others as determined necessary by the Publisher.
2B. THE BOARD OF DIRECTORS. The shareholders shall serve as the Board of Directors, of which the President and Publisher shall serve as Chair.
3. PUBLISHER’S DURATION OF SERVICE. If the Publisher is elected by the shareholders, he or she shall serve until the shareholders select another publisher by a simple majority vote, with each share of stock granting the shareholder one vote, which they may do at any time. According to Washington State law, the president of the corporation must also be an employee of the corporation and shall be compensated as such.
4. OTHER OFFICERS. Washington State law provides for the appointment of other officers, who shall be named by the publisher and approved or removed by the simple majority vote of the shareholders, with each share of stock granting one vote.
5. PUBLISHER’S APPOINTMENT POWERS. The publisher, in consultation with the board of directors, shall have full authority of appointment and removal over officers, business staff, editors, contractors and consultants. The publisher shall have final discretion over appointment and dismissal of all other staff.
6. APPOINTMENT OF EDITORS. The publisher may appoint an editorial board, including an editor in chief, a managing editor and various other editors and sub editors as needed.
7. ADVISORY BOARD. In the event that there is just one stockholder, the publisher may appoint an Advisory Board with whom he or she consults. The advisory board must consist of individuals who are neither contractors nor employees of the company. It shall have consultative power only, i.e., the ability to render non-binding opinions. The Advisory Board may remain in place should there be a Board of Directors, at the discretion of the Board of Directors. For the purposes of continuity, it may be advisable to leave the Advisory Board in place.
8. CHIEF FINANCIAL OFFICER. The publisher is de facto chief financial officer (CF) of the company, and as such is required to consult regularly with a certified public accountant and other professionals as necessary. The publisher bears final responsibility for keeping the corporation in sound financial health and in compliance with federal and state laws and regulations.
The publisher may delegate the role of CFO, to someone directly reportable to the publisher, however, the publisher is in any event accountable for the finances of the corporation and takes final responsibility for all decisions involving finances. The CFO may be named “treasurer” in accord with the laws of the State of Washington.
9. MEETINGS OF THE BOARD OF DIRECTORS. The Board of Directors, comprising of the shareholders, shall meet annually in a state where the corporation does business, in a location to be selected by the publisher. The default location shall be at the stated primary address of the corporation, which is currently 302 Wall Street, Suite 2A, Kingston, New York 12401.
10. EDITORIAL POLICY shall be stipulated in an Editorial Policy document, which shall be approved by the publisher in consultation with the editors and/or Editorial Board.
10A. EDITORS. The Publisher is de facto Editor in Chief until such position is created separately and the Editor in Chief is named by the Publisher. This is at the Publisher’s discretion and must be approved by the Board of Directors. The Editor in Chief shall be the chair of the Editorial Board, which will consist of several designated editors of Planet Waves. Editorial policy is recommended by the Editorial Board and approved by the Publisher.
13. SUBSIDIARIES AND OPERATING UNITS.
14. ADVERTISING POLICY.
15. EDITORIAL POLICY.